Michael Dell Said to Form Post-Buyout Board With Silver Lake

Dell Inc. will install a new slimmed-down board composed of three members once it becomes a private company later this month, people with knowledge of the matter said.

Chief Executive Officer Michael Dell and two partners, Egon Durban and Simon Patterson, from Silver Lake Management LLC, which joined the $24.9 billion leveraged buyout, will replace the 10 directors of the computer maker, said the people, who asked not to be identified because the plans aren’t public.

The outgoing board was approved by shareholders in the computer maker’s final meeting today at Dell’s Round Rock, Texas, headquarters. The vote, which also approved executives’ pay, was largely symbolic, since the deal is scheduled to close before Nov. 1, the end of Dell’s fiscal third quarter.

Gordon Goldstein, a spokesman for Silver Lake, and a representative for Dell declined to comment.

When the buyout group sweetened its offer in August to acquire Dell, it arranged to hold a separate meeting to elect directors in an effort to thwart Carl Icahn’s opposition to the deal. The financier had sought to have a vote on the buyout and the annual meeting on the same day, to force a proxy fight.

Today’s meeting also gives Dell’s board authority to govern in the remaining days, said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.

“The directors’ terms are up and you’ve got to have someone running it until the deal closes,” he said. “You want to make sure the board has authority through the close.”

Final Steps

The annual meeting, at which shareholders also approved PricewaterhouseCoopers LLC as Dell’s auditor this year, marks one of the final steps in a protracted takeover fight that spanned most of the year.

After Dell and Silver Lake announced their intention to buy the company in February, private-equity firm Blackstone Group LP explored an acquisition of the computer maker before withdrawing in April. Icahn and his partner, Southeastern Asset Management Inc., made a series of alternate proposals to investors, seeking to upend the original deal before bowing out earlier this month.

The buyers clinched the deal on Aug. 2 to buy back the company CEO Dell founded in 1984, when they increased the offer in exchange for more lenient voting rules. Shareholders ratified the deal Sept. 12, clearing the way for the buyers to move forward with their plan to turn Dell into a bigger supplier of hardware and software for corporate data centers, as well as mobile technology, from a company largely dependent on personal computers.